Preferential issue compliance requires special resolution, prescribed disclosures, and valuer-backed pricing for allotments. Preferential allotment requires a special resolution and compliance with the Act and SEBI regulations if listed; articles must permit the issue and allotment must complete within twelve months or a fresh special resolution is needed. Detailed explanatory statement disclosures are mandatory, including pricing basis and valuation report by a registered valuer. Convertible securities' resultant share price must be determined either upfront or within a specified period based on valuer reports, and non-cash consideration must be valued and accounted for per accounting standards; interim valuation by specified merchant bankers or chartered accountants is allowed until registered valuers are appointed.
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Provisions expressly mentioned in the judgment/order text.
Preferential issue compliance requires special resolution, prescribed disclosures, and valuer-backed pricing for allotments.
Preferential allotment requires a special resolution and compliance with the Act and SEBI regulations if listed; articles must permit the issue and allotment must complete within twelve months or a fresh special resolution is needed. Detailed explanatory statement disclosures are mandatory, including pricing basis and valuation report by a registered valuer. Convertible securities' resultant share price must be determined either upfront or within a specified period based on valuer reports, and non-cash consideration must be valued and accounted for per accounting standards; interim valuation by specified merchant bankers or chartered accountants is allowed until registered valuers are appointed.
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